(a)          Salary and Bonus or Incentive Compensation. In consideration for his services, Employee shall be paid a salary and such bonus or incentive compensation as may be determined from time to time by the Board upon the recommendation of its Compensation Committee. In determining Employee's compensation, the Compensation Committee shall consider the prevailing compensation for comparable positions with peer group banks. During the term of this Agreement, Employee's salary shall not be decreased without his consent except pursuant to a general decrease in the salary of all senior officers of Shoreline. The Board may cause any Shoreline subsidiary to which Employee is rendering services pursuant to this Agreement to pay all or any part of Employee's salary, bonus, fringe benefits or other compensation under this Agreement in lieu of payment by Shoreline. Such payment by a subsidiary of Shoreline shall discharge the obligation of Shoreline under this Agreement to the extent of such payment.

          (b)          Benefits. Employee shall enjoy all rights, benefits and privileges to which he may be entitled as an employee of either or both of Shoreline or the Bank, as the case may be, under any retirement, deferred compensation, pension, profit sharing or other employee benefit plan, or under any policy of health, life, disability, hospitalization or other insurance which may now be in effect or which may hereafter be adopted, on a basis at least as favorable as is enjoyed by other employees of Shoreline or the Bank during the Employment. Employee shall be provided other fringe benefits on the same basis and at a level commensurate with those generally available to executive officers of Shoreline and the Bank.

          (a)          Death. If Employee shall die while this Agreement is in effect, this Agreement shall terminate as of the date of his death. Shoreline shall cause Employee's compensation and benefits pursuant to Paragraph 2 of this Agreement to be paid through the last day of the calendar month in which Employee's death occurs.

          (b)          Disability. If Employee shall be unable to substantially perform his employment duties for a period of nine (9) successive months by reason of any physical or mental disability resulting from accident or illness, this Agreement may be terminated as of the end of any calendar month following the expiration of such nine- month period: (i) by Shoreline based upon a determination that Employee is disabled and by notice in writing to that effect to Employee; or (ii) by Employee by his resignation in writing to Shoreline. Any determination as to whether Employee is disabled shall be made by a licensed physician selected by agreement of Shoreline and Employee or, if they cannot agree upon a physician, then by a majority of a panel of three (3) licensed physicians, consisting of one physician selected by Shoreline, one physician selected by Employee, and the third selected by the first two. All rights of Employee to compensation under this Agreement shall terminate immediately upon termination of this Agreement pursuant to this Subparagraph 3(b).

          (c)          Termination for Cause. Shoreline shall have the right to terminate the Employment and this Agreement for "Cause". For purposes of this Agreement, "Cause" shall be limited to (i) the willful and continued failure by Employee to substantially perform such employment duties as are reasonable and appropriate to his positions (other than any failure resulting from a disability described in Subparagraph 3(b)), after a demand for substantial performance is delivered to Employee on behalf of the Board which specifically identifies the manner in which it is alleged that Employee has not substantially performed his duties, or (ii) the willful engaging by Employee in misconduct which is materially injurious to Shoreline or the Bank, monetarily or otherwise, including without limitation, misappropriation of property or funds, conviction of a felony or violation of banking statutes or regulations. For purposes of this Subparagraph, no act or failure to act on Employee's part shall be considered "willful" unless done or omitted to be done by Employee not in good faith and without reasonable belief that his action or omission was in the best interests of Shoreline and the Bank. Notwithstanding the foregoing, this Agreement shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Employee written notice of termination on behalf of the Board after reasonable notice to him, an opportunity for him to be heard before the Board, and a finding that in the reasonable opinion of at least two-thirds (2/3) of the entire Board, Employee was guilty of conduct set forth above in clauses (i) or (ii) above and describing such conduct in detail.

          (d)          Termination by Employee for Good Reason. Employee shall have the right to terminate this Agreement for "Good Reason" by delivering to Shoreline written notice of termination within three (3) years after the occurrence of any of the events described in this Subparagraph. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Employee's express written consent:

          (e)          Voluntary Termination by Employee. Employee shall have the right to voluntarily terminate this Agreement and the Employment for reasons other than those set forth in the foregoing Subparagraphs of this Paragraph 3 by giving thirty (30) days' written notice to Shoreline specifying the date of termination.

          (f)          Termination by Shoreline. Shoreline shall have the right to terminate this Agreement at any time (with or without also terminating the Employment), upon the affirmative vote of two-thirds (2/3) of the entire Board, by giving sixty (60) days' written notice to Employee specifying the date of termination of this Agreement.

          (a)          Severance Payments. If such termination occurs within three (3) years after a "Change in Control," as defined below, monthly severance payments equal to the average of Employee's aggregate monthly cash compensation received from Shoreline and the Bank during the five (5) fiscal years of Shoreline immediately preceding termination of this Agreement. Such severance payments shall be paid for and over thirty-six (36) months.

          (b)          Accrued Bonus. Any bonus that was or would have been accrued by Shoreline or the Bank, as the case may be, for the benefit of Employee on the date of termination of this Agreement pursuant to Shoreline's or the Bank's standard practices for computing bonuses.

          (c)          Benefits. Continued participation, during the period over which severance payments are required pursuant to Subparagraph 4(a), in all benefits provided by Subparagraph 2(b) in which Employee is participating on the date of termination; provided, that if for any reason Employee's participation in any such plan or program is barred or otherwise prevented, Shoreline shall provide Employee with benefits or payments of substantially the same value.

          (d)          Change in Control Defined. For purposes of this Agreement, a "Change in Control" shall have occurred if:

          (a)          Shoreline shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, assets or both of Shoreline or the Bank, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Shoreline would be required to perform it if no such succession had taken place. Failure of Shoreline to obtain such agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle Employee to compensation in the same amount and on the same terms as Employee would be entitled hereunder if Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Shoreline" shall mean Shoreline and any successor to Shoreline's business, assets or both which executes and delivers the agreement provided for in this Paragraph 7 or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

          (b)          This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amount would still be payable to him under this Agreement if he had continued to live, all such amounts, except as otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate.

          (a)          Salary and Bonus or Incentive Compensation. In consideration for his services, Employee shall be paid a salary and such bonus or incentive compensation as may be determined from time to time by the Board upon the recommendation of its Compensation Committee. In determining Employee's compensation, the Compensation Committee shall consider the prevailing compensation for comparable positions with peer group banks. During the term of this Agreement, Employee's salary shall not be decreased without his consent except pursuant to a general decrease in the salary of all senior officers of Shoreline. The Board may cause any Shoreline subsidiary to which Employee is rendering services pursuant to this Agreement to pay all or any part of Employee's salary, bonus, fringe benefits or other compensation under this Agreement in lieu of payment by Shoreline. Such payment by a subsidiary of Shoreline shall discharge the obligation of Shoreline under this Agreement to the extent of such payment.

          (b)          Benefits. Employee shall enjoy all rights, benefits and privileges to which he may be entitled as an employee of either or both of Shoreline or the Bank, as the case may be, under any retirement, deferred compensation, pension, profit sharing or other employee benefit plan, or under any policy of health, life, disability, hospitalization or other insurance which may now be in effect or which may hereafter be adopted, on a basis at least as favorable as is enjoyed by other employees of Shoreline or the Bank during the Employment. Employee shall be provided other fringe benefits on the same basis and at a level commensurate with those generally available to executive officers of Shoreline and the Bank.

          (c)          Supplemental Retirement Plan. The Company will provide a supplemental retirement benefit to Employee. The benefit will be calculated by first determining the amount of Employee's benefit payable from qualified defined benefit plans maintained by the Company,

          (a)          Death. If Employee shall die while this Agreement is in effect, this Agreement shall terminate as of the date of his death. Shoreline shall cause Employee's compensation and benefits pursuant to Paragraph 2 of this Agreement to be paid through the last day of the calendar month in which Employee's death occurs.

          (b)          Disability. If Employee shall be unable to substantially perform his employment duties for a period of nine (9) successive months by reason of any physical or mental disability resulting from accident or illness, this Agreement may be terminated as of the end of any calendar month following the expiration of such nine- month period: (i) by Shoreline based upon a determination that Employee is disabled and by notice in writing to that effect to Employee; or (ii) by Employee by his resignation in writing to Shoreline. Any determination as to whether Employee is disabled shall be made by a licensed physician selected by agreement of Shoreline and Employee or, if they cannot agree upon a physician, then by a majority of a panel of three (3) licensed physicians, consisting of one physician selected by Shoreline, one physician selected by Employee, and the third selected by the first two. All rights of Employee to compensation under this Agreement shall terminate immediately upon termination of this Agreement pursuant to this Subparagraph 3(b).

          (c)          Termination for Cause. Shoreline shall have the right to terminate the Employment and this Agreement for "Cause". For purposes of this Agreement, "Cause" shall be limited to (i) the willful and continued failure by Employee to substantially perform such employment duties as are reasonable and appropriate to his positions (other than any failure resulting from a disability described in Subparagraph 3(b)), after a demand for substantial performance is delivered to Employee on behalf of the Board which specifically identifies the manner in which it is alleged that Employee has not substantially performed his duties, or (ii) the willful engaging by Employee in misconduct which is materially injurious to Shoreline or the Bank, monetarily or otherwise, including without limitation, misappropriation of property or funds, conviction of a felony or violation of banking statutes or regulations. For purposes of this Subparagraph, no act or failure to act on Employee's part shall be considered "willful" unless done or omitted to be done by Employee not in good faith and without reasonable belief that his action or omission was in the best interests of Shoreline and the Bank. Notwithstanding the foregoing, this Agreement shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Employee written notice of termination on behalf of the Board after reasonable notice to him, an opportunity for him to be heard before the Board, and a finding that in the reasonable opinion of at least two-thirds (2/3) of the entire Board, Employee was guilty of conduct set forth above in clauses (i) or (ii) above and describing such conduct in detail.

          (d)          Termination by Employee for Good Reason. Employee shall have the right to terminate this Agreement for "Good Reason" by delivering to Shoreline written notice of termination within three (3) years after the occurrence of any of the events described in this Subparagraph. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Employee's express written consent:

          (e)          Voluntary Termination by Employee. Employee shall have the right to voluntarily terminate this Agreement and the Employment for reasons other than those set forth in the foregoing Subparagraphs of this Paragraph 3 by giving thirty (30) days' written notice to Shoreline specifying the date of termination.

          (f)          Termination by Shoreline. Shoreline shall have the right to terminate this Agreement at any time (with or without also terminating the Employment), upon the affirmative vote of two-thirds (2/3) of the entire Board, by giving sixty (60) days' written notice to Employee specifying the date of termination of this Agreement, and with Severance Benefits to Employee as provided in Paragraph 4.

          (a)          Severance Payments. Monthly severance payments equal to the average of Employee's aggregate monthly cash compensation received from Shoreline and the Bank during the five (5) fiscal years of Shoreline immediately preceding termination of this Agreement. Such severance payments shall be paid for and over the number of months equal to the number of years for which Employee has been employed by Shoreline or the Bank.

          (b)          Accrued Bonus. Any bonus that was or would have been accrued by Shoreline or the Bank, as the case may be, for the benefit of Employee on the date of termination of this Agreement pursuant to Shoreline's or the Bank's standard practices for computing bonuses.

          (c)          Benefits. Continued participation, during the period over which severance payments are required pursuant to Subparagraph 4(a), in all benefits provided by Subparagraph 2(b) in which Employee is participating on the date of termination; provided, that if for any reason Employee's participation in any such plan or program is barred or otherwise prevented, Shoreline shall provide Employee with benefits or payments of substantially the same value.

          (d)          Additional Protection. If it is ever asserted that all or partial payment made to Employee under this Paragraph 4 constitutes a "parachute" payment, within the meaning of § 280G of the Internal Revenue Code, Shoreline will pay any additional excise or other taxes, interest, penalties, and expense incurred by Employee because of such assertion, or because of any characterization of such payment as a "parachute payment." It is the intent of this subparagraph to protect the Employee fully against any such assertion or characterization by returning him to the financial position he would have enjoyed had such

          (a)          Shoreline shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, assets or both of Shoreline or the Bank, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Shoreline would be required to perform it if no such succession had taken place. Failure of Shoreline to obtain such agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle Employee to compensation in the same amount and on the same terms as Employee would be entitled hereunder if Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Shoreline" shall mean Shoreline and any successor to Shoreline's business, assets or both which executes and delivers the agreement provided for in this Paragraph 7 or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

          (b)          This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amount would still be payable to him under this Agreement if he had continued to live, all such amounts, except as otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate.

          (a)          Salary and Bonus or Incentive Compensation. In consideration for his services, Employee shall be paid a salary and such bonus or incentive compensation as may be determined from time to time by the Board upon the recommendation of its Compensation Committee. In determining Employee's compensation, the Compensation Committee shall consider the prevailing compensation for comparable positions with peer group banks. During the term of this Agreement, Employee's salary shall not be decreased without his consent except pursuant to a general decrease in the salary of all senior officers of Shoreline. The Board may cause any Shoreline subsidiary to which Employee is rendering services pursuant to this Agreement to pay all or any part of Employee's salary, bonus, fringe benefits or other compensation under this Agreement in lieu of payment by Shoreline. Such payment by a subsidiary of Shoreline shall discharge the obligation of Shoreline under this Agreement to the extent of such payment.

          (b)          Benefits. Employee shall enjoy all rights, benefits and privileges to which he may be entitled as an employee of either or both of Shoreline or the Bank, as the case may be, under any retirement, deferred compensation, pension, profit sharing or other employee benefit plan, or under any policy of health, life, disability, hospitalization or other insurance which may now be in effect or which may hereafter be adopted, on a basis at least as favorable as is enjoyed by other employees of Shoreline or the Bank during the Employment. Employee shall be provided other fringe benefits on the same basis and at a level commensurate with those generally available to executive officers of Shoreline and the Bank.

          (a)          Death. If Employee shall die while this Agreement is in effect, this Agreement shall terminate as of the date of his death. Shoreline shall cause Employee's compensation and benefits pursuant

          (b)          Disability. If Employee shall be unable to substantially perform his employment duties for a period of nine (9) successive months by reason of any physical or mental disability resulting from accident or illness, this Agreement may be terminated as of the end of any calendar month following the expiration of such nine- month period: (i) by Shoreline based upon a determination that Employee is disabled and by notice in writing to that effect to Employee; or (ii) by Employee by his resignation in writing to Shoreline. Any determination as to whether Employee is disabled shall be made by a licensed physician selected by agreement of Shoreline and Employee or, if they cannot agree upon a physician, then by a majority of a panel of three (3) licensed physicians, consisting of one physician selected by Shoreline, one physician selected by Employee, and the third selected by the first two. All rights of Employee to compensation under this Agreement shall terminate immediately upon termination of this Agreement pursuant to this Subparagraph 3(b).

          (c)          Termination for Cause. Shoreline shall have the right to terminate the Employment and this Agreement for "Cause". For purposes of this Agreement, "Cause" shall be limited to (i) the willful and continued failure by Employee to substantially perform such employment duties as are reasonable and appropriate to his positions (other than any failure resulting from a disability described in Subparagraph 3(b)), after a demand for substantial performance is delivered to Employee on behalf of the Board which specifically identifies the manner in which it is alleged that Employee has not substantially performed his duties, or (ii) the willful engaging by Employee in misconduct which is materially injurious to Shoreline or the Bank, monetarily or otherwise, including without limitation, misappropriation of property or funds, conviction of a felony or violation of banking statutes or regulations. For purposes of this Subparagraph, no act or failure to act on Employee's part shall be considered "willful" unless done or omitted to be done by Employee not in good faith and without reasonable belief that his action or omission was in the best interests of Shoreline and the Bank. Notwithstanding the foregoing, this Agreement shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Employee written notice of termination on behalf of the Board after reasonable notice to him, an opportunity for him to be heard before the Board, and a finding that in the reasonable opinion of at least two-thirds (2/3) of the entire Board, Employee was guilty of conduct set forth above in clauses (i) or (ii) above and describing such conduct in detail.

          (d)          Termination by Employee for Good Reason. Employee shall have the right to terminate this Agreement for "Good Reason" by delivering to Shoreline written notice of termination within three (3) years after the occurrence of any of the events described in this Subparagraph. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Employee's express written consent:

          (e)          Voluntary Termination by Employee. Employee shall have the right to voluntarily terminate this Agreement and the Employment for reasons other than those set forth in the foregoing Subparagraphs of this Paragraph 3 by giving thirty (30) days' written notice to Shoreline specifying the date of termination.

          (f)          Termination by Shoreline. Shoreline shall have the right to terminate this Agreement at any time (with or without also terminating the Employment), upon the affirmative vote of two-thirds (2/3) of the entire Board, by giving sixty (60) days' written notice to Employee specifying the date of termination of this Agreement.

          (a)          Severance Payments. If such termination occurs within three (3) years after a "Change in Control," as defined below, monthly severance payments equal to the average of Employee's aggregate monthly cash compensation received from Shoreline and the Bank during the five (5) fiscal years of Shoreline immediately preceding termination of this Agreement. Such severance payments shall be paid for and over thirty-six (36) months.

          (b)          Accrued Bonus. Any bonus that was or would have been accrued by Shoreline or the Bank, as the case may be, for the benefit of Employee on the date of termination of this Agreement pursuant to Shoreline's or the Bank's standard practices for computing bonuses.

          (c)          Benefits. Continued participation, during the period over which severance payments are required pursuant to Subparagraph 4(a), in all benefits provided by Subparagraph 2(b) in which Employee is participating on the date of termination; provided, that if for any reason Employee's participation in any such plan or program is barred or otherwise prevented, Shoreline shall provide Employee with benefits or payments of substantially the same value.

          (d)          Change in Control Defined. For purposes of this Agreement, a "Change in Control" shall have occurred if:

          (a)          Shoreline shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, assets or both of Shoreline or the Bank, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Shoreline would be required to perform it if no such succession had taken place. Failure of Shoreline to obtain such agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle Employee to compensation in the same amount and on the same terms as Employee would be entitled hereunder if Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Shoreline" shall mean Shoreline and any successor to Shoreline's business, assets or both which executes and delivers the agreement provided for in this Paragraph 7 or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

          (b)          This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amount would still be payable to him under this Agreement if he had continued to live, all such amounts, except as otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate.

          (a)          Salary and Bonus or Incentive Compensation. In consideration for his services, Employee shall be paid a salary and such bonus or incentive compensation as may be determined from time to time by the Board upon the recommendation of its Compensation Committee. In determining Employee's compensation, the Compensation Committee shall consider the prevailing compensation for comparable positions with peer group banks. During the term of this Agreement, Employee's salary shall not be decreased without his consent except pursuant to a general decrease in the salary of all senior officers of Shoreline. The Board may cause any Shoreline subsidiary to which Employee is rendering services pursuant to this Agreement to pay all or any part of Employee's salary, bonus, fringe benefits or other compensation under this Agreement in lieu of payment by Shoreline. Such payment by a subsidiary of Shoreline shall discharge the obligation of Shoreline under this Agreement to the extent of such payment.

          (b)          Benefits. Employee shall enjoy all rights, benefits and privileges to which he may be entitled as an employee of either or both of Shoreline or the Bank, as the case may be, under any retirement, deferred compensation, pension, profit sharing or other employee benefit plan, or under any policy of health, life, disability, hospitalization or other insurance which may now be in effect or which may hereafter be adopted, on a basis at least as favorable as is enjoyed by other employees of Shoreline or the Bank during the Employment. Employee shall be provided other fringe benefits on the same basis and at a level commensurate with those generally available to executive officers of Shoreline and the Bank.

          (a)          Death. If Employee shall die while this Agreement is in effect, this Agreement shall terminate as of the date of his death. Shoreline shall cause Employee's compensation and benefits pursuant

          (b)          Disability. If Employee shall be unable to substantially perform his employment duties for a period of nine (9) successive months by reason of any physical or mental disability resulting from accident or illness, this Agreement may be terminated as of the end of any calendar month following the expiration of such nine- month period: (i) by Shoreline based upon a determination that Employee is disabled and by notice in writing to that effect to Employee; or (ii) by Employee by his resignation in writing to Shoreline. Any determination as to whether Employee is disabled shall be made by a licensed physician selected by agreement of Shoreline and Employee or, if they cannot agree upon a physician, then by a majority of a panel of three (3) licensed physicians, consisting of one physician selected by Shoreline, one physician selected by Employee, and the third selected by the first two. All rights of Employee to compensation under this Agreement shall terminate immediately upon termination of this Agreement pursuant to this Subparagraph 3(b).

          (c)          Termination for Cause. Shoreline shall have the right to terminate the Employment and this Agreement for "Cause". For purposes of this Agreement, "Cause" shall be limited to (i) the willful and continued failure by Employee to substantially perform such employment duties as are reasonable and appropriate to his positions (other than any failure resulting from a disability described in Subparagraph 3(b)), after a demand for substantial performance is delivered to Employee on behalf of the Board which specifically identifies the manner in which it is alleged that Employee has not substantially performed his duties, or (ii) the willful engaging by Employee in misconduct which is materially injurious to Shoreline or the Bank, monetarily or otherwise, including without limitation, misappropriation of property or funds, conviction of a felony or violation of banking statutes or regulations. For purposes of this Subparagraph, no act or failure to act on Employee's part shall be considered "willful" unless done or omitted to be done by Employee not in good faith and without reasonable belief that his action or omission was in the best interests of Shoreline and the Bank. Notwithstanding the foregoing, this Agreement shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Employee written notice of termination on behalf of the Board after reasonable notice to him, an opportunity for him to be heard before the Board, and a finding that in the reasonable opinion of at least two-thirds (2/3) of the entire Board, Employee was guilty of conduct set forth above in clauses (i) or (ii) above and describing such conduct in detail.

          (d)          Termination by Employee for Good Reason. Employee shall have the right to terminate this Agreement for "Good Reason" by delivering to Shoreline written notice of termination within three (3) years after the occurrence of any of the events described in this Subparagraph. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Employee's express written consent:

          (e)          Voluntary Termination by Employee. Employee shall have the right to voluntarily terminate this Agreement and the Employment for reasons other than those set forth in the foregoing Subparagraphs of this Paragraph 3 by giving thirty (30) days' written notice to Shoreline specifying the date of termination.

          (f)          Termination by Shoreline. Shoreline shall have the right to terminate this Agreement at any time (with or without also terminating the Employment), upon the affirmative vote of two-thirds (2/3) of the entire Board, by giving sixty (60) days' written notice to Employee specifying the date of termination of this Agreement.

          (a)          Severance Payments. If such termination occurs within three (3) years after a "Change in Control," as defined below, monthly severance payments equal to the average of Employee's aggregate monthly cash compensation received from Shoreline and the Bank during the five (5) fiscal years of Shoreline immediately preceding termination of this Agreement. Such severance payments shall be paid for and over thirty-six (36) months.

          (b)          Accrued Bonus. Any bonus that was or would have been accrued by Shoreline or the Bank, as the case may be, for the benefit of Employee on the date of termination of this Agreement pursuant to Shoreline's or the Bank's standard practices for computing bonuses.

          (c)          Benefits. Continued participation, during the period over which severance payments are required pursuant to Subparagraph 4(a), in all benefits provided by Subparagraph 2(b) in which Employee is participating on the date of termination; provided, that if for any reason Employee's participation in any such plan or program is barred or otherwise prevented, Shoreline shall provide Employee with benefits or payments of substantially the same value.

          (d)          Change in Control Defined. For purposes of this Agreement, a "Change in Control" shall have occurred if:

          (a)          Shoreline shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business, assets or both of Shoreline or the Bank, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Shoreline would be required to perform it if no such succession had taken place. Failure of Shoreline to obtain such agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle Employee to compensation in the same amount and on the same terms as Employee would be entitled hereunder if Employee terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Shoreline" shall mean Shoreline and any successor to Shoreline's business, assets or both which executes and delivers the agreement provided for in this Paragraph 7 or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

          (b)          This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amount would still be payable to him under this Agreement if he had continued to live, all such amounts, except as otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate.